HomeMy Public PortalAboutAgreement_2017-11-21_Ring IncAGREEMENT BY AND BETWEEN
THE CITY OF TEMPLE CITY AND RING INC.
This AGREEMENT BY AND BETWEEN THE CITY OF TEMPLE CITY AND RING
(herein "Agreement") is made and entered into this 21St day of November, 2017 by and
between the City of Temple City, a California municipal corporation ("City") and Ring Inc.,
a Delaware Corporation ("Consultant"). City and Consultant are sometimes hereinafter
individually referred to as "Party" and hereinafter collectively referred to as the "Parties".
RECITALS
WHEREAS, Consultant produces security cameras and video doorbells for
residential use which link smartphone users to their doorbell when the camera is activated
by motion or someone ringing the doorbell.
WHEREAS, with this technology, the homeowner has the capability to see, hear
and speak to visitors through their smartphones, tablets or desktops.
WHEREAS, the City desires to collaborate with Consultant to establish a grant
program whereby City residents can purchase Consultant's security cameras and video
doorbells for use at residences within the City at a discounted price to enhance security
and safety in the community.
WHEREAS, the grant program will be operated on a first-come, first-served basis.
WHEREAS,
the City Council finds that the
dedication of public
funds
under this
Agreement will serve the safety of City residents, an issue of important
public
purpose.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants
made by the Parties and contained herein and other consideration, the value and
adequacy of which are hereby acknowledged, the Parties agree as follows:
Recitals are Part of Agreement. The preceding Recitals are part of this
Agreement.
2. Consultant Services. Consultant will perform the following Services:
a. Consultant will collaborate with the City on the distribution and
marketing of the Ring Video Doorbell 2, Ring Video Doorbell Pro,
Ring Spotlight Cam Wired, Ring Spotlight Cam Battery, and Ring
Floodlight Cam and any other accessories (each, a "Product" and
collectively, the "Products") to residents of Temple City ("Residents").
Page 1 of 7
b. During the Promotional Period, as defined in Section 4 below,
Consultant will provide the City, for distribution to Residents, with 400
unique promotional codes (Promotional Codes) valued at one
hundred dollars ($100.00) off the retail price for one (1) of the
following products at checkout:
i. Ring Video Doorbell 2;
ii. Ring Video Doorbell Pro;
Ring Spotlight Cam Wired;
iv. Ring Spotlight Cam Battery; or
v. Ring Floodlight Cam.
Each Resident is entitled to only one Promotional Code. Each
Promotional Code may only be used once per household. Only
codes sent to the resident by the City will be valid.
c. During the Promotional Period, as defined in Section 4 below,
Consultant will provide the City, for distribution to Residents, with a
discount code valued at thirty dollars ($30.00) per product to apply
towards the purchase of any of the products listed in Section 2.b
above with a limit of two (2) products per checkout.
During the Promotional Period, as defined in Section 4 below,
Consultant will provide the City, for distribution to Residents, with an
accessories discount code valued at a twenty percent (20%)
discount towards any accessory listed on the company's website
with a limit of three (3) products at checkout.
e. Consultant will fulfill orders for Products when Residents provide
information required for delivery (including name, address, email,
etc.) and payment via the Ring.com website. Standard delivery is
included with each Product free of charge on purchases fifty dollars
($50.00) or more. Consultant will use commercially reasonable
efforts to ship the Products within three (3) business days from date
the order was placed.
Consultant will provide product and user support to Residents who
purchase Products, including warranty for the security devices) and,
if the resident chooses to, the option to hire someone to install the
device(s). These options will be provided at checkout at the user's
expense.
g. Consultant will provide
marketing support
and
materials for City to
distribute to Residents,
such as brochures
and
flyers.
Page 2 of 7
3.
4.
Consultant shall contribute fifty dollars ($50.00) of the one hundred
dollar ($100.00) discount specified in Section 2.b above.
Within 30 days after the end of the Promotional Period, as set forth
in Section 4 below, Consultant will provide the City with an
accounting statement (the "Accounting Statement') setting forth the
number of Products purchased using the Promotional Code during
the Promotional Period, as set forth in Section 4 below, and such
other information reasonably requested by City to enable the Parties
to determine the City's required City contribution amount, as
specified in Section 3.a below.
Consultant will provide the City with a list of Resident addresses to
which the products were shipped.
City Obligations. The City agrees to do the following in furtherance of this
Agreement:
a. Within 60 days of its receipt of the Accounting Statement from
Consultant, City shall pay Consultant an amount equal to fifty dollars
($50.00) of the one hundred dollar ($100.00) discount specified in
Section 2.b above for the first Product sold to each Resident
household during the Promotional Period using a Promotional Code.
No other Product is eligible for a
City contribution. The maximum
contribution payable by the City
twenty thousand dollars and nc
Agreement.
to Consultant shall not exceed
cents ($20,000.00) under this
b. City may, at its own cost and expense, audit Consultant's applicable
sales data to confirm the amount of the sales made under Section
2.b above within one year of the end of the Promotional Period.
c. During the Promotional Period, as defined in Section 4 below, the
City agrees to make reasonable efforts to promote the program
provided in this Agreement on the City's website, social media
platforms, such as Facebook and Twitter; issue press release(s),
and/or have brochures and flyers available at City Hall for the public.
The City's failure to comply with this provision in any way shall not
be deemed a breach of the City's obligations under this Agreement.
Promotional Period,
The Promotional Period shall commence on a date
mutually agreed by the Parties. The Promotional Period shall expire upon
the earlier of the following:
aI
One -hundred twenty (120) days after the commencement of the
Promotional Period; or
Page 3 of 7
b. The
maximum
contribution payable
by
the City
of $20,000.00 has
been
reached,
as set forth in Section
3.a
above.
Notwithstanding the foregoing, the City shall have the option to extend the
Promotional Period if the maximum contribution payable by the City of
$20,000.00 has not been reached within 120 days after the commencement
of the Promotional Period.
5. Termination. The City reserves the right to terminate this Agreement at any
time, with or without cause, upon thirty (30) days' written notice to
Consultant, except that where termination is due to the fault of the
Consultant, the period of notice may be such shorter time as may be
determined by the City.
6. Indemnification. The Consultant shall indemnify, defend and hold
harmless the City, its officers, officials, employees and volunteers from and
against any and all claims, losses, liabilities, damages, costs or expenses,
including attorney's fees and costs, in law or equity, that may at any time
arise or be set up by reason of damages to property or personal injury,
including death, as a result of or arising out of, in whole or part, any product
or service provided by the Consultant under this Agreement or any willful
misconduct or negligent act, error or omission of the Consultant or any of
the Consultant's employees, or Consultant's subcontractor relating to the
performance of services under this Agreement.
Independent Consultant. Neither the City nor any of its employees shall
have any control over the manner, mode or means by which Consultant, its
agents or employees, perform the services required herein, except as
otherwise set forth herein. City shall have no voice in the selection,
discharge, supervision or control of Consultant's employees, servants,
representatives or agents, or in fixing their number, compensation or hours
of service. Consultant shall perform all services required herein as an
independent contractor of City and shall remain at all times as to City a
wholly independent contractor with only such obligations as are consistent
with that role. Consultant shall not at any time or in any manner represent
that it or any of its agents or employees are agents or employees of City.
City shall not in any way or for any purpose become or be deemed to be a
partner of Consultant in its business or otherwise or a joint venturer or a
member of any joint enterprise with Consultant.
Attorneys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected
with this Agreement, the prevailing party in such action or proceeding, in
addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney's fees. Attorney's fees
shall include attorney's fees on any appeal, and in addition a party entitled
Page 4 of 7
to attorney's fees shall be entitled to all other reasonable costs for
investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All
such fees shall be deemed to have accrued on commencement of such
action and shall be enforceable whether or not such action is prosecuted to
judgment.
9. Governing Law. This Agreement shall be interpreted, construed and
governed both as to validity and to performance of the parties in accordance
with the laws of the State of California. Legal actions concerning any
dispute, claim or matter arising out of or in relation to this Agreement shall
be instituted in the Superior Court of the County of Los Angeles, State of
California, or any other appropriate court in such county, and Consultant
covenants and agrees to submit to the personal jurisdiction of such court in
the event of such action. In the event of litigation in a U.S. District Court,
venue shall lie exclusively in the Central District of California, in the County
of Los Angeles, State of California.
10. Notices. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party
or any other person shall be in writing and either served personally or sent
by prepaid, first-class mail, in the case of the City, to the City Manager, City
of Temple City, 9701 Las Tunas Drive, Temple City, CA 91780 and in the
case of the Consultant, August Cziment at aga rina.com and to the Legal
Department at IegalArino.com. Either party may change its address by
notifying the other party of the change of address in writing. Notice shall be
deemed communicated at the time personally delivered or in seventy-two
(72) hours from the time of mailing if mailed as provided in this Section.
11. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, and such counterparts shall
constitute one and the same instrument.
12. Integration; Amendment. This Agreement including the attachments
hereto is the entire, complete and exclusive expression of the
understanding of the parties. It is understood that there are no oral
agreements between the parties hereto affecting this Agreement and this
Agreement supersedes and cancels any and all previous negotiations,
arrangements, agreements and understandings, if any, between the
parties, and none shall be used to interpret this Agreement. No amendment
to or modification of this Agreement shall be valid unless made in writing
and approved by the Consultant and by the City Council. The parties agree
that this requirement for written modifications cannot be waived and that
any attempted waiver shall be void.
Page 5 of 7
13. Severability. In the event that any one or more of the phrases, sentences,
clauses, paragraphs, or sections contained in this Agreement shall be
declared invalid or unenforceable by a valid judgment or decree of a court
of competent jurisdiction, such invalidity or unenforceability shall not affect
any of the remaining phrases, sentences, clauses, paragraphs, or sections
of this Agreement which are hereby declared as severable and shall be
interpreted to carry out the intent of the parties hereunder unless the invalid
provision is so material that its invalidity deprives either party of the basic
benefit of their bargain or renders this Agreement meaningless.
14. Corporate Authority. The persons executing this Agreement on behalf of
the parties hereto warrant that (i) such party is duly organized and existing,
(ii) they are duly authorized to execute and deliver this Agreement on behalf
of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this
Agreement does not violate any provision of any other Agreement to which
said party is bound. This Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
Page 6 of 7
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF TEMPLE CITY, a municipal
corporation
s
Bryan Cook, City Manager
ATTEST:
Peggy Kuo, City Clerk
I gz— 10 - 20 r7
APPROVED AS TO FORM
Gregory . M phy, Assistant City eye_.
CONSULTANT:
RING Il a , mare Corporation
Title:
Name: !fie/�� 7anq
Title: �,F CJ
Address: 1523 26th Street
Santa Monica, CA 90404
Two corporate officer signatures required when Consultant is a corporation, with one signature
required from each of the following groups: 1) Chairman of the Board, President or any Vice
President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant
Treasurer, CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE
ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF
INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S
BUSINESS ENTITY,
Page 7 of 7
CALIFORNIA rrPTICIr"ATC nC Ab•Whl AlAfe r
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I certify under PENALTY OF PERJURY under the laws of the
State of California that the foregoing paragraph is true and correct.
WITNESS my hand
Signature
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Optional Information
Although the informatlon in this section Is not required by law, it could prevent fraudulent removal and reattachment of this
unauthorized document and may prove useful to persons relying on the attached document.
Description of Attached Document
The preceding Certificate of Acknowledgment is attached to a document
titled/for the purpose of
containing pages, and dated
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CALIFORNIA CERTIFICATE OF ACKNOWLEDGMENT
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authorized capacity(, and that by&herrtheirsignatureKon the instrument the personlsy, or the entity
upon behalf of which the person(4 acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the
State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.)';, � n,y',, ,, �f
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Although the information in this section is not required by law, it could prevent fraudulent removal and reattachment of thls acedgment to an
unauthorized document and may prove useful to persons relying on the attached document,
Description of Attached Document
The preceding Certificate of Acknowledgment Is attached to a
titled/for the purpose of
containing pages, and
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❑ Individual(s)
❑ Attorney -in -Fact /
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